NEW YORK, June 29, 2012 (GLOBE NEWSWIRE) -- PEEK Investments LLC today announced a third-party tender offer to purchase all of the outstanding shares of common stock of LookSmart, Ltd. (Nasdaq:LOOK) at $1.00 per share in cash. The offer represents a 35% premium over the NASDAQ Official Closing Price for the common stock on June 28, 2012.
PEEK is sponsored by a consortium of LookSmart's shareholders represented by Snowy August Management LLC and Platinum Management (NY) LLC. The current consortium may collectively be deemed to be LookSmart's largest shareholder and beneficially own 2,591,312 shares (approximately 14.98% of the outstanding shares).
"We have a significant ownership stake in LookSmart," stated Michael Onghai, a principal of Snowy August Management. "Although we value our relationship with LookSmart and have continued to support the company, we have serious concerns about the company's ability to maximize or preserve shareholder value. We believe that the tender offer benefits LookSmart and creates value for all shareholders. As long-term investors, we are committed to LookSmart's success and would like to work together with the company on a friendly basis to address our concerns. We are willing to meet and discuss the offer, potential strategic alternatives, and other matters with LookSmart's management and board of directors at any time."
PEEK plans to make the tender offer to acquire all shares validly tendered and not withdrawn and provide liquidity at a substantial premium to shareholders who desire to tender while eliminating their further exposure to the downside risk of loss associated with continued ownership of LookSmart's common stock. If the tender offer is consummated and PEEK acquires control of LookSmart, PEEK may utilize control to influence the company's management, policies, and practices in order to effect change, improve performance, and realize value for all shareholders.
Whether or not the tender offer is consummated, PEEK intends to monitor LookSmart on a continuing basis and hold management and the board accountable for performance, oversight, and the company's compensation and governance policies and practices. PEEK expects LookSmart's officers and directors to demonstrate a conscious regard for their responsibilities and their fiduciary relationship with the owners of the company. If LookSmart's independent directors are unable or unwilling to hold management accountable or otherwise fail to act in the face of
clear evidence of a problem or any other duty to act, PEEK may seek to remove some or all of the incumbent directors, during or after the tender offer, whether or not the tender offer is consummated.
PEEK may seek to add directors to enhance the independence of LookSmart's board and function of its committees. PEEK believes that directors with a more meaningful financial investment of their own in LookSmart may be better positioned and otherwise better able to ensure that an appropriate relationship exists between executive compensation, performance, and the creation of sustainable shareholder value. PEEK may suggest, recommend, propose, or otherwise pursue transactions involving the acquisition, sale, or exchange of all or part of LookSmart's securities or assets or other actions relating to, or potentially resulting in, changes to the company's business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and other actions and changes.
About PEEK Investments LLC
PEEK Investments LLC is a newly-formed Delaware limited liability company, organized for purposes of making the tender offer.
About Snowy August Management LLC
Snowy August Management LLC is an alternative investment manager headquartered in New York. Snowy August Management provides value-oriented investment management services, focusing on information technology and Southeast Asian businesses and investments. Snowy August Management may currently be deemed to beneficially own 863,312 shares (approximately 5.0% of LookSmart's outstanding common stock).
About Platinum Management (NY) LLC
Platinum Management (NY) LLC is an alternative investment manager headquartered in New York. Platinum Management provides investment management services to hedge funds and other investment funds, including Platinum Partners Value Arbitrage Fund L.P. Platinum Management may currently be deemed to beneficially own 1,728,000 shares (approximately 9.99% of LookSmart's outstanding common stock).
Forward-Looking Statements
This press release contains forward-looking statements that are subject to factors that could cause actual results to differ materially from those in the forward-looking statements, including assumptions that may or may not be correct or accurate due to the inherent uncertainty of future events, risks related to LookSmart and the actions of third parties we cannot control or predict with certainty, and other factors that may cause us to change our plans.
About the Tender Offer
This press release is intended to inform the public or security holders in general about the tender offer. This press release is not an offer to purchase or a solicitation of an offer to sell any securities. The proposed tender offer has not yet been commenced. The tender offer will be made only pursuant to a tender offer statement filed with the SEC that provides the means to tender to security holders. PEEK intends to file a tender offer statement, an offer to purchase, a letter of transmittal, and other tender offer material with the SEC on the date PEEK commences the tender offer. Security holders are advised to read the tender offer material after it is filed because it will contain important information about the tender offer. Security holders will be able to get the material for free (after it is filed) at the web site maintained by the SEC at http://www.sec.gov. ;Security holders will also be able to request free copies of the material (after it is filed) from PEEK or the information agent for the tender offer using the contact information provided herein or in the material.
About a Possible Proxy Solicitation
This press release is not a request for a proxy or consent or to execute or not execute or revoke a proxy or consent. This press release is not intended to result in the procurement, withholding, or revocation of a proxy or otherwise intended to be a solicitation of proxies or consents from any security holder. We are not asking you for a proxy or consent and you are requested not to send us a proxy or consent. Any such solicitation will be made only pursuant to solicitation materials filed with the SEC.